FOR IMMEDIATE RELEASE AT
MONDAY, JULY 1, 1996 (202) 616-2771
TDD (202) 514-1888
JUSTICE DEPARTMENT PROTECTS COMPETITION IN ACQUISITION
INVOLVING STARCH-PROCESSING ENZYMES
WASHINGTON, D.C. -- The Department of Justice today said
that it would allow Genencor International Inc. to go forward
with its acquisition of the world-wide industrial enzyme business
of Solvay S.A. following the agreement by Genencor to license and
supply technology relating to certain enzymes used to process
starch to a third company, Nagase Biochemicals Ltd., to alleviate
anticompetitive concerns.
The Department's action was in response to concerns that
Genencor's acquisition of Solvay's world-wide industrial enzyme
business would lessen competition in the U.S. markets for the
sale of alpha amylase and glucoamylase enzymes used for
processing starch-containing raw materials, usually corn, into
sugar-containing syrups, such as high fructose corn syrup, and
into fuel alcohol.
The Department's Antitrust Division said that the license
should eliminate the transaction's potential harm to competition
in these markets.
Anne K. Bingaman, Assistant Attorney General in charge of
the Antitrust Division, said, "This transaction as originally
structured would have had the potential to reduce competition by
combining the technologies of two of the four competitors that
manufacture and sell these specific enzymes for starch-processing
in the United States."
The license agreement between Genencor and Nagase
Biochemicals will preserve competition in this important
technology, which will benefit purchasers and users of these
enzymes, Bingaman added.
Bingaman cited this case as a further example of the
Department's willingness to work with parties to remedy
competitive problems that arise in the context of larger merger
deals, so that those transactions can proceed once the
competitive problems are resolved.
"Here the parties' willingness to "fix-it-first" ensures
that the transaction's potentially anticompetitive features have
been satisfactorily eliminated before it is allowed to proceed,
protecting consumers from possible economic harm," Bingaman
added.
Genencor and Solvay compete world-wide, as well as in the
United States, as suppliers of industrial enzymes for a number of
applications, including use in detergents and cleaning products,
textiles, starch processing and food processing. Industrial
enzymes are organic chemicals, typically proteins, utilized as
catalysts in various chemical and biochemical processes.
Genencor, headquartered in Rochester, New York, is a joint
venture of Eastman Chemical Co. of Kingsport, Tennessee, and
Cultor Ltd. of Helsinki, Finland. Genencor is a leading
industrial biochemical company with annual revenues of
approximately $200 million. Genencor also manufactures fine and
specialty biochemicals.
Solvay is an international chemical and pharmaceutical
company, headquartered in Brussels, Belgium, with operations
world-wide and annual revenues of approximately $9.2 billion.
Genencor will acquire for about $57 million all of Solvay's
world-wide industrial enzyme businesses, which includes
facilities, technology, business assets, as well as production
facilities in Nienburg, Germany, Elkhart, Indiana, Arroyito,
Argentina, and sales offices in Singapore and Australia.
To remedy the Department's competitive concerns:
Genencor has entered into a non-exclusive, transferable,
license with Nagase Biochemicals giving Nagase the right to make,
have made, use and sell alpha amylase and gulucoamylase enzymes
in North America for processing starch-containing raw materials
to produce sugar-containing syrups, such as high fructose syrup,
and fuel alcohol. The starch-processing enzymes to be licensed
are currently being marketed by Solvay.
Nagase Biochemicals will be given existing Solvay
microorganisms used to prepare these enzymes, together with all
production know-how and other information to allow Nagase to make
the enzymes from these microorganism strains and also to be able
to propagate and use the microorganisms.
Nagase Biochemicals will have the right to use the Solvay
trademarks under which these enzymes are currently being sold by
Solvay in North America.
Genencor has agreed to eliminate contractual restrictions
that prevented a leading toll manufacturer from producing these
enzymes for Nagase Biochemicals and other potential entrants.
Nagase Biochemicals is owned by Nagase & Company Ltd., a
major Japanese trading company with annual sales of about
$5 billion. Nagase manufactures enzymes in Japan for the starch,
food, pharmaceutical, detergent and textile industries.
The license agreement with Nagase has resolved the
Department's competitive concerns by providing Nagase with the
ability to become a long-term, viable competitor with proven
starch-processing enzyme technology that is currently being
successfully marketed by Solvay.
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